NORTHROP GRUMMAN CORP /DE/ — Director's Dealing 2010

Nov 12, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORTHROP GRUMMAN CORP /DE/ (NOC)
CIK: 0001133421
Period of Report: 2010-11-10

Reporting Person: FRASER DARRYL M (Corp VP, Communications)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-10	Common Stock	M	4000	$47.11	Acquired	35893	Direct
2010-11-10	Common Stock	S	4000	$65.258	Disposed	31893	Direct
2010-11-10	Common Stock	M	4000	$52.485	Acquired	35893	Direct
2010-11-10	Common Stock	S	4000	$65.209	Disposed	31893	Direct
2010-11-10	Common Stock	M	14000	$44.99	Acquired	45893	Direct
2010-11-10	Common Stock	S	14000	$65.161	Disposed	31893	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-11-10	Stock Option (Right-to-Buy)	$47.11	M	4000	Disposed	2013-08-20	Common Stock (4000)	Direct
2010-11-10	Stock Option (Right-to-Buy)	$52.485	M	4000	Disposed	2014-06-14	Common Stock (4000)	Direct
2010-11-10	Stock Option (Right-to-Buy)	$44.99	M	14000	Disposed	2016-02-17	Common Stock (14000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3421.1137	Indirect

Footnotes

F1: Total amount includes 3,650 unvested Restricted Performance Stock Rights (RPSRs) granted under the 2001 Long-Term Incentive Stock Plan (LTISP) on 2/27/08 with a valuation of performance measurement period ("measurement period") ending on 12/31/10; 7,300 unvested RPSRs granted under the 2001 LTISP on 2/17/09 with the measurement period ending on 12/31/11; and 12,900 unvested RPSRs granted under the 2001 LTISP on 2/16/10 with the measurement period ending on 12/31/12. Grants awarded pursuant to Rule 16b-3(d).

F2: Represents the weighted average sale price of $65.258 rounded to the nearest hundredths. The highest price at which the shares sold was $65.275 and the lowest price at which the shares sold was $65.23.

F3: Represents the weighted average sale price of $65.209 rounded to the nearest hundredths. The highest price at which the shares sold was $65.265 and the lowest price at which the shares sold was $65.15.

F4: Represents the weighted average sale price of $65.161 rounded to the nearest hundredths. The highest price at which the shares sold was $65.20 and the lowest price at which the shares sold was $65.15.

F5: Held in the Northrop Grumman Savings and Investment Plan, a qualified profit sharing plan, as of October 29, 2010. Share totals with respect to the Plan are based upon unit accounting and therefore may reflect a decrease in units attributable to an individual though no disposition occurred.

F6: This option has two remaining annual installments each equal to 33% of the original of the original grant, vesting on 2/17/11 and 2/17/12.